Print Page  |  Close Window

SEC Filing Details

10-K
NRG ENERGY, INC. filed this Form 10-K on 03/01/2018
Entire Document
 


ARTICLE 2    
SALE OF MEMBERSHIP INTERESTS AND CLOSING
2.01    Purchase and Sale. Seller agrees to sell to Purchaser, and Purchaser agrees to purchase from Seller, all of the right, title and interest of Seller in and to the Acquired Interests at the Closing on the terms and subject to the conditions set forth in this Agreement.
2.02    Payment of Purchase Price. Upon the terms and subject to the conditions hereinafter set forth, in consideration of the delivery by Seller of the Acquired Interests, Purchaser shall by wire transfer of immediately available United States funds to an account or accounts that have been designated by Seller to Purchaser in writing prior to the Closing, pay to Seller at the Closing (a) one billion dollars ($1,000,000,000) (the “Base Purchase Price”), plus (b) the Estimated Aggregate Net Working Capital Amount, minus (c) the Aggregate Target Net Working Capital Amount, minus (d) the aggregate amount of Leakage set forth in the Leakage/Indebtedness Certificate, minus (e) the aggregate amount of Indebtedness of the Company Entities as of the Closing Date set forth in the Leakage/Indebtedness Certificate. The Base Purchase Price shall be adjusted in accordance with Section 5.06 (such adjusted amount, the “Final Purchase Price”).
2.03    Closing.
(a)    The closing of the transactions described in Section 2.01 (the “Closing”) will take place at the offices of Jones Day, counsel to Seller, at 250 Vesey Street, New York, NY 10281-1047, or at such other place as the Parties mutually agree, at 10 A.M. local time, on the first (1st) day of the calendar month ten (10) Business Days following the date on which the conditions set forth in Article 7 and Article 8 have been either satisfied or waived by the party for whose benefit such condition exists (or at such other time as the Parties mutually agree).
(b)    At the Closing, the following shall occur:
(i)    Purchaser shall pay an amount equal to (a) the Base Purchase Price, plus (b) the Estimated Aggregate Net Working Capital Amount, minus (c) the Aggregate Target Net Working Capital Amount, minus (d) the aggregate amount of Leakage set forth in the Leakage/Indebtedness Certificate, minus (e) the aggregate amount of Indebtedness of the Company Entities as of the Closing Date set forth in the Leakage/Indebtedness Certificate by wire transfer of immediately available funds to Seller’s account as provided on Exhibit B; and
(ii)    The Parties shall deliver, or cause to be delivered, to the other Parties the certificates and other deliverables pursuant to Article 7 and Article 8.

18